The terms we work under.

01Agreement to these terms

These Terms of Service (“Terms”) are a binding agreement between you and AIREA Solutions, LLC (“AIREA,” “we,” “us,” or “our”). They govern your access to and use of aireasolutions.com (the “Site”) and, where you engage us, the services we provide (the “Services”). By using the Site or engaging us, you accept these Terms. If you do not accept them, do not use the Site.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

02Order of precedence

Engagements are governed by a written statement of work, proposal, or order form signed or otherwise accepted by both parties (each, an “SOW”). Where an SOW conflicts with these Terms, the SOW controls for that engagement only, and only as to the specific conflicting provision. Where an SOW is silent, these Terms fill the gap. Sections 09 through 13 and 16 of these Terms apply to every engagement and may be varied only by an express written amendment signed by an authorized representative of each party.

03The Services

We provide brand strategy, performance marketing, creative production, content and social systems, lifecycle marketing, web and application development, AI systems and automation, and analytics and reporting, as specified in an SOW. We perform the Services in a professional and workmanlike manner, using personnel we reasonably determine to be qualified, and we retain discretion over the methods, tooling, sequencing, and personnel used, provided we meet the agreed scope.

We may engage subcontractors, freelancers, and vendors. We remain responsible for their performance of the Services to the same extent as our own.

04No guarantee of results

This section is important, and we have written it plainly. Marketing outcomes depend on factors outside any agency's control: your product, pricing, operations, inventory, service quality, competitors, seasonality, category demand, macroeconomic conditions, and the unilateral decisions of advertising platforms.

• We do not warrant, guarantee, or promise any specific level of revenue, return on ad spend, cost per acquisition, conversion rate, ranking, reach, engagement, follower growth, lead volume, or any other performance metric.
• Case studies, client results, metrics, and testimonials published on the Site or in our materials are historical results achieved for specific brands under specific conditions. They are illustrative, they are not typical, and they are not predictive of your results.
• Any forecast, projection, model, benchmark, or target we provide is an estimate prepared in good faith on the information available. It is not a commitment, and it does not form part of the Services unless an SOW expressly says otherwise.
• Research figures, indices, and third-party studies cited in our materials, including our Journal, are provided for discussion. We do not warrant the accuracy of third-party research.

You agree that no statement made in a pitch, a call, a proposal deck, a message, or on this Site constitutes a guarantee of results, and that you are not relying on any such statement in engaging us.

05Your responsibilities

Our work depends on yours. You agree to:

• Provide accurate, complete, and lawful information, brand assets, product data, and claims, and to correct them promptly when they change.
• Provide timely access to the accounts, platforms, analytics, and systems the Services require, and to maintain your own ownership of and administrative control over them.
• Review and approve deliverables within the timeframes set in the SOW. Deliverables not rejected in writing within five (5) business days of submission are deemed approved.
• Ensure that everything you ask us to publish — including product claims, pricing, promotional terms, health, wellness, financial, alcohol, and regulated-category claims, and any representation about your business — is truthful, substantiated, and compliant with applicable law and platform policy.
• Obtain and maintain all rights, licenses, consents, and releases necessary for materials you supply to us, including photography, footage, music, fonts, trademarks, testimonials, endorsements, and the name, image, likeness, and voice of any individual.
• Maintain your own compliance obligations, including privacy notices, consent mechanisms, cookie banners, terms of sale, accessibility, and any sector-specific regime that applies to you.
• Keep your own backups and independent access to your data, accounts, and creative files.

Where your delay, inaccuracy, or failure to approve prevents us from performing, timelines extend accordingly, and fees remain payable. We are not liable for any consequence arising from information or materials you supplied.

06Intellectual property

Your materials

You retain all right, title, and interest in your trademarks, brand assets, content, product information, customer data, and anything else you supply. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display those materials solely to perform the Services during the engagement.

Deliverables

On our receipt of all fees due, we assign to you the intellectual property rights in the final deliverables created specifically for you under an SOW, excluding AIREA Property described below. Until full payment, all deliverables remain our property and are licensed to you only for review — publishing or exploiting them before payment is unlicensed use.

AIREA Property

We retain exclusive ownership of everything we bring to or build for our own practice: the NOVA Protocol™, the Founder Codex™, ANDROMEDA, the Brand-Soul Equity™ discipline, the Brand Entropy Index, and all methodologies, frameworks, models, prompts, prompt architectures, workflows, automations, pipelines, source code, tooling, templates, training materials, know-how, and pre-existing works — together with all improvements to them, however arising. Nothing in an SOW transfers AIREA Property to you.

License to AIREA Property

Where a deliverable necessarily incorporates AIREA Property, we grant you a perpetual, non-exclusive, non-transferable, royalty-free license to use that AIREA Property solely as embedded in the deliverable and solely for your own business. You may not extract, reverse engineer, sublicense, resell, or use it to build a competing capability, and you may not use it to train a machine-learning model.

Working materials

Concepts, drafts, variants, rejected routes, raw footage, project files, and intermediate outputs are not deliverables and remain ours unless the SOW expressly includes them.

Residuals

We may use the general skills, knowledge, techniques, and experience retained in our personnel's unaided memory, provided we disclose no Confidential Information and infringe no intellectual property of yours.

07AI-assisted work

Our Services are produced with the assistance of artificial intelligence systems, under human direction. Because AI output carries characteristics that differ from wholly human-authored work, you specifically acknowledge and agree that:

• AI-generated or AI-assisted material may not be eligible for copyright protection in the United States or other jurisdictions, and we make no representation that any such deliverable is protectable.
• AI systems may generate output that is similar or identical to output generated for other users. We do not warrant that any AI-assisted deliverable is unique, novel, or free of resemblance to third-party material.
• We do not warrant that AI-assisted deliverables do not infringe third-party intellectual property rights. We take commercially reasonable care — including originality review of material assets — but the state of the technology does not permit a non-infringement guarantee, and none is given.
• Third-party AI providers impose their own terms, usage policies, and content restrictions, which may change without notice and may affect availability, cost, or feasibility of a given approach.
• You are responsible for reviewing every deliverable before publication. Your approval is your confirmation that the asset is fit for your purpose and compliant with your obligations.
• Where deliverables depict a person — including synthetic, composite, or digitally generated likeness or voice — we will identify the basis on which the likeness is licensed or generated, and you are responsible for making any disclosure that applicable law or platform policy requires.

08Third-party platforms and services

The Services frequently run on platforms we do not own or control, including advertising, e-commerce, email, hosting, analytics, and AI platforms. Your use of those platforms is governed by their terms, and you are responsible for maintaining accounts in good standing.

We are not liable for, and no fee is refundable on account of: account suspension, restriction, disapproval, or termination by a platform; changes to algorithms, policies, pricing, APIs, attribution methodology, or feature availability; platform outages, data loss, or reporting discrepancies; or delivery of your advertising by a platform's automated systems. Discrepancies between platform-reported and independently measured results are inherent to the medium and do not constitute a deficiency in the Services.

09Fees, payment, and media spend

• Fees, currency, and payment schedule are set in the SOW. Unless stated otherwise, fees are exclusive of taxes, and you are responsible for all sales, use, VAT, GST, and withholding taxes other than taxes on our net income.
• Retainers are billed in advance and are earned on receipt. Project fees are billed per the SOW milestones. Invoices are due net fifteen (15) days from the invoice date unless the SOW states otherwise.
• Late amounts accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower, plus reasonable costs of collection including attorneys' fees.
• If an invoice is more than fifteen (15) days overdue, we may suspend Services and withhold deliverables on written notice, without liability. Suspension does not relieve you of accrued obligations, and reactivation may be subject to a restart fee.
• Media, advertising, licensing, subscription, talent, and production spend is your cost and is paid on your own payment instruments wherever practicable. Where we advance such costs, they are reimbursable at cost plus any handling fee stated in the SOW, and we are not obliged to advance them.
• Fees are non-refundable except where an SOW expressly provides otherwise. Work performed is payable whether or not you elect to publish it.
• Disputed amounts must be raised in writing within ten (10) days of the invoice date, with detail. Undisputed amounts remain payable on time.

10Confidentiality

Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Each party will protect the other's Confidential Information with at least the care it uses for its own, will use it only to perform or receive the Services, and will disclose it only to personnel, advisers, and subcontractors who need it and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public without breach, was known without duty of confidence before disclosure, is independently developed without use of the other's Confidential Information, or is rightfully received from a third party. A party may disclose Confidential Information where legally compelled, provided it gives prompt notice where lawful and reasonably cooperates in seeking protective treatment. These obligations survive for five (5) years after the engagement ends, and indefinitely for trade secrets.

11Disclaimers and limitation of liability

THE SITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST OR CORRUPTED DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES WILL NOT EXCEED THE TOTAL PROFESSIONAL FEES ACTUALLY PAID BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MEDIA SPEND, PASS-THROUGH COSTS, AND THIRD-PARTY FEES ARE EXCLUDED FROM THE CALCULATION OF THIS CAP.

These limitations do not apply to a party's obligations under Section 12, to breach of Section 10, to your payment obligations, or to liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

12Indemnification

You will defend, indemnify, and hold harmless AIREA and its officers, members, employees, and contractors from and against any third-party claim, and all resulting losses, damages, liabilities, settlements, and reasonable attorneys' fees, arising out of or relating to: (a) materials, data, claims, products, or services you supplied or asked us to publish; (b) your breach of these Terms or of any representation, warranty, or obligation in an SOW; (c) your violation of law or of any platform's terms; (d) your products, services, or business operations; or (e) your publication of a deliverable after approval.

We will defend, indemnify, and hold you harmless from any third-party claim that a deliverable created solely by us, used in accordance with these Terms and unmodified, infringes that third party's United States copyright or trademark — excluding any claim arising from your materials, your instructions, your modifications, use in combination with anything not supplied by us, use after we notify you to stop, or from AI-assisted material as addressed in Section 07.

The indemnified party will give prompt written notice, permit the indemnifying party to control the defense and settlement (provided no settlement admits liability or imposes obligation on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.

13Term, termination, and effect

• Engagements run for the term stated in the SOW. Where no term is stated, either party may terminate for convenience on thirty (30) days' written notice.
• Either party may terminate immediately on written notice if the other materially breaches and fails to cure within fifteen (15) days of notice, or becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.
• We may suspend or terminate immediately, without liability, if you fail to pay when due, if performance would require us to violate law or platform policy, or if you direct us to publish material we reasonably believe to be false, deceptive, unlawful, or harmful to our professional standing.
• On termination: fees for Services performed through the effective date, plus committed third-party costs, become immediately due; each party returns or destroys the other's Confidential Information on request; deliverables paid for in full transfer to you; and we will provide a reasonable, chargeable handover of accounts and assets within thirty (30) days.
• Sections 04, 06, 07, 09 through 12, 14, and 16 survive termination.

14Portfolio and publicity

Unless your SOW says otherwise, you grant us the right to identify you as a client and to display your name, logo, and non-confidential deliverables in our portfolio, on this Site, in proposals, in award and press submissions, and in our marketing, together with non-confidential performance results presented accurately. We will not disclose information you have designated as Confidential Information, and we will honor a written request to remove your materials from our public marketing within thirty (30) days of receiving it.

15Use of this Site

The Site, and all text, design, code, graphics, video, and other content on it, is owned by us or our licensors and is protected by intellectual property law. We grant you a limited, revocable, non-exclusive, non-transferable license to view the Site for your own informational purposes. You may not:

• Copy, reproduce, republish, distribute, or create derivative works from Site content, except for ordinary personal reference.
• Scrape, crawl, harvest, or use automated means to extract content, or use Site content to train, fine-tune, or evaluate any machine-learning or artificial-intelligence model, without our prior written consent.
• Reverse engineer, decompile, or attempt to derive source code or the structure of any system underlying the Site.
• Interfere with the Site's operation or security, probe for vulnerabilities without authorization, or transmit malicious code.
• Use the Site to send unsolicited commercial messages, to impersonate any person, or for any unlawful purpose.
• Remove or obscure any proprietary notice.

Submissions you send us that are not Confidential Information — including feedback, ideas, and suggestions — may be used by us without restriction, obligation, or compensation. If you believe content on the Site infringes your copyright, send a notice with the information required by 17 U.S.C. § 512(c)(3) to legal@aireasolutions.com.

16Governing law and dispute resolution

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing anything, the parties will attempt in good faith to resolve any dispute through direct discussion between senior representatives for thirty (30) days after written notice describing the dispute.

If that fails, any dispute arising out of or relating to these Terms or the Services will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Miami-Dade County, Florida, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award attorneys' fees and costs to the prevailing party.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Nothing in this section prevents either party from seeking injunctive or equitable relief in the state or federal courts located in Miami-Dade County, Florida, to protect intellectual property or Confidential Information, and each party consents to the jurisdiction of those courts for that purpose.

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim arose, or it is permanently barred, to the extent permitted by law.

17General

• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship, and neither party may bind the other.
• Non-solicitation. During the engagement and for twelve (12) months after it ends, neither party will knowingly solicit for employment any individual who performed work under it, except through general public advertising not targeted at that person.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, epidemic, labor dispute, utility or internet failure, cyberattack, governmental action, or third-party platform failure.
• Assignment. You may not assign these Terms or an SOW without our written consent, except to a successor to substantially all of your business or assets. We may assign to an affiliate or a successor in interest.
• Notices. Notices must be in writing and are effective on delivery by email to the addresses on record with written confirmation of receipt, or on receipt by nationally recognized courier to the addresses in the SOW.
• Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder stays in force. A failure to enforce any provision is not a waiver of it.
• Entire agreement. These Terms, together with any SOW and the Privacy Policy, are the entire agreement on their subject matter and supersede all prior proposals, pitches, decks, and discussions.
• Changes. We may revise these Terms at any time by posting the revised version with a new effective date. Material changes affecting an active engagement take effect only on the next renewal or by written amendment.

18Contact

Questions about these Terms go to legal@aireasolutions.com, or by post to AIREA Solutions, LLC, 1400 NW 107th Ave, Suite 206, Miami, FL 33172, United States.